SC 13D 1 v054384.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D
Under the Securities Exchange Act of 1934

VENDINGDATA CORPORATION
(Name of Issuer)

COMMON STOCK, $0.001 par value per share
(Title of Class of Securities)
 
92261Q202
(CUSIP Number)

Daniel K. Donahue
1900 Main Street Suite 600
Irvine, California 92614
(949) 253-0900
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 28, 2006
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




 
CUSIP No. 92261Q202
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark R. Newburg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a)  o
  (b)  o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
2,292,252 common shares
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
233,666 common shares
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,292,252 common shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% 
14
TYPE OF REPORTING PERSON
IN

The number of shares beneficially owned by the Reporting Person includes 233,666 shares that may be acquired within 60 days of the date of this report upon the exercise of options held by the Reporting Person. The calculation of the foregoing percentage is based on 27,015,627 shares of VendingData Corporation common stock outstanding as of July 31, 2006.


INTRODUCTORY NOTE

Item 1. Security and Issuer

The class of equity securities to which this statement relates is the common stock, $0.001 par value per share, of VendingData Corporation, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6830 Spencer Street, Las Vegas, NV 89119.

Item 2. Identity and Background.

(a) The name of the person filing this statement is Mark R. Newburg, hereinafter sometimes referred to as the “Reporting Person.”

(b) The principal business address and the principal office of the Reporting Person is: 6830 Spencer Street, Las Vegas, NV 89119.

(c) Mr. Newburg’s principal occupation or employment is as director, President and Chief Executive Officer of VendingData Corporation, with a principal business address at 6830 Spencer Street, Las Vegas, NV 89119.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.

The Reporting Person acquired a beneficial interest in 2,058,586 shares of common stock of the Issuer by virtue of being granted sole voting power over such securities as Trustee pursuant to a Voting Trust Agreement dated August 28, 2006. The Reporting Person did not purchase these securities and his only interest in such securities is the right to vote such securities.

Item 4.  Purpose of Transaction.

The Reporting Person acquired the shares of the Issuer’s common stock beneficially held by him solely for the purpose of exercising voting rights of such shares, in connection with the Agreement described in Item 3. 

The Reporting Person may, directly or indirectly, acquire additional shares of Common Stock from time to time in open market or private transactions and may also determine to dispose of some or all of his beneficial holdings of Common Stock. The Reporting Person may increase or decrease his beneficial holdings of Common Stock on such terms and at such times as he may decide, subject to any applicable securities law restrictions.

Except as described in this Item 4 and in his role as a director and executive officer of the Issuer, the Reporting Person has no plans or proposals that would result in any of the transactions described in items (a) through (j) of Item 4 of Schedule 13D.
 

Item 5.  Interest in Securities of the Issuer.

(a) See Rows 11 and 13 of the Cover Page.

(b) See Rows 7 through 10 of the Cover Page.

(c) The Reporting Person has not effected any transactions in the common stock of the Issuer during the past 60 days, except as reported in Item 3.

(d) To the best knowledge of the Reporting Person, Triage Capital LF Group, LLC, Triage Offshore Fund, Ltd., Triage Capital Management B, L.P., Periscope Partners, LP, and Leonid Frenkel (collectively, the “Triage Entities”) as a group, have the right to receive, or the power to direct the receipt of cash dividends from, or the proceeds from the sale of, 2,058,586 of the shares of Common Stock reported in Item 5(a).
 
(e) Not applicable.

 
Item 6.
  
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Person is a party to a Voting Trust Agreement with the Triage Entities pursuant to which the Triage Entities granted a proxy to the Reporting Person to vote 2,058,586 shares of the Issuer’s common stock held by the Triage Entities with respect to all matters submitted to the Issuer’s stockholders.

Item 7.  Materials to be Filed as Exhibits.

Voting Trust Agreement, dated August 28, 2006.



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
REPORTING PERSON:

Date: October 9, 2006  By: /s/ Mark R. Newburg   
 
  Name:   Mark R. Newburg